---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

Form 10-Q/A
Amendment No. 1

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 30, 2010or

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from________ to_________

Commission File Number 000-50861

AMERICAS WIND ENERGY
CORPORATION(Exact name of registrant as specified in its
charter)

|Nevada                                                               | 20-0177856                       
|-------------------------------------------------------------------- | ---------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (IRS Employer Identification No.)
|                                                                     |                                  
|24 Palace Arch Drive, Toronto,
      Ontario, Canada                 | M9A 2S1                          
|(Address of principal executive offices)                             | (Zip Code)                       

416.233.5670(Registrants telephone number,
including area code)

N/A(Former name, former address and former
fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.[X] YES   [ ] NO

Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Website, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-K (§229.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such
files).Yes [  ]    No [  ]

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a small
reporting company. See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act

|Large accelerated filer | [ ] |                                               | Accelerated filer         | [ ]
|----------------------- | --- | --------------------------------------------- | ------------------------- | ---
|Non-accelerated filer   | [ ] | (Do not check if a smaller reporting company) | Smaller reporting company | [X]

Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act[ ] YES   [X] NO

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports
required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court.[ ]
YES    [ ] NO

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the
issuers classes of common stock, as of the latest practicable date.
33,319,279 common shares issued and outstanding as of June 15,
2010

---

**Explanatory Note**

Our company is filing this Form 10-Q/A for the  period ended April 30, 2010 to amend Statement of Operations and Notes to the  financial statements.  This amended  report does not reflect events occurring after the filing of the Form 10-Q  on June 18, 2010, nor does it modify or update those disclosures presented  therein, expect with regard to the modifications described in this Explanatory  Note. Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934,  as a result of this amended report, the certifications pursuant to  Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002, filed  and furnished, respectively, as exhibits to the Form 10-Q have been  re-executed and re-filed as of the date of this amended report and are included  as exhibits hereto.



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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

- F-2

---

AMERICAS WIND ENERGY CORPORATION

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE NINE-MONTH PERIODS ENDED APRIL 30, 2010 AND 2009
UNAUDITED

(EXPRESSED IN U.S. DOLLARS)

CONTENTS

|Condensed
      Consolidated Interim Balance Sheets                                  | F-1             
|------------------------------------------------------------------------------------ | ----------------
|                                                                                     |                 
|Condensed
      Consolidated Interim Statements of Operations and Comprehensive Loss | F-2             
|                                                                                     |                 
|Condensed
      Consolidated Interim Statements of Cash Flows                        | F-3             
|                                                                                     |                 
|Notes
      to Condensed Consolidated Interim Financial Statements                   | F-4
       F-12

---

|AMERICAS WIND ENERGY CORPORATION             
|---------------------------------------------
|Condensed Consolidated Interim Balance Sheets
|April 30, 2010 and July 31, 2009             
|(Expressed in U.S. Dollars)                  

|                                                                                                                                                                                                                                                             |   | April 30,   |   |   | July 31,   |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | - | ----------- | - | - | ---------- | -
|                                                                                                                                                                                                                                                             |   | 2010        |   |   | 2009       |  
|                                                                                                                                                                                                                                                             |   | (Unaudited) |   |   | (Audited)  |  
|                                                                                                                                                                                                                                                             |   |             |   |   |            |  
|ASSETS                                                                                                                                                                                                                                                       |  
|Current Assets                                                                                                                                                                                                                                               |   |             |   |   |            |  
|Cash                                                                                                                                                                                                                                                         | $ | -           |   | $ | 17,637     |  
|Other receivables                                                                                                                                                                                                                                            |   | 2,415       |   |   | 1,451      |  
|Prepaid expenses                                                                                                                                                                                                                                             |   | 3,144       |   |   | 1,351      |  
|Total Current Assets                                                                                                                                                                                                                                         |   | 5,559       |   |   | 20,439     |  
|Equipment, Net(note 4)                                                                                                                                                                                                                                       |   | 484         |   |   | -          |  
|Accounts Receivable - Trade, Noncurrent                                                                                                                                                                                                                      |   | -           |   |   | 46,405     |  
|Intangible Asset,Net(note 5)                                                                                                                                                                                                                                 |   | -           |   |   | 1,894,059  |  
|Total Assets                                                                                                                                                                                                                                                 | $ | 6,043       |   | $ | 1,960,903  |  
|LIABILITIES                                                                                                                                                                                                                                                  |  
|Current Liabilities                                                                                                                                                                                                                                          |   |             |   |   |            |  
|Bank
      indebtedness                                                                                                                                                                                                                                      | $ | 32,007      |   | $ | -          |  
|Accounts payable                                                                                                                                                                                                                                             |   | 248,906     |   |   | 110,184    |  
|Accrued
      liabilities                                                                                                                                                                                                                                    |   | 197,176     |   |   | 186,280    |  
|Due to stockholders (note 6)                                                                                                                                                                                                                                 |   | 1,076,772   |   |   | 743,789    |  
|Convertible loan
      payable (note 7)                                                                                                                                                                                                                      |   | 380,070     |   |   | 380,070    |  
|Total Current Liabilities                                                                                                                                                                                                                                    |   | 1,934,931   |   |   | 1,420,323  |  
|Long-Term Loan Payable(note 10(a))                                                                                                                                                                                                                           |   | -           |   |   | 2,818,875  |  
|Total Liabilities                                                                                                                                                                                                                                            |   | 1,934,931   |   |   | 4,239,198  |  
|                                                                                                                                                                                                                                                             |   |             |   |   |            |  
|Commitments and Contingencies(note 10)                                                                                                                                                                                                                       |   |             |   |   |            |  
|                                                                                                                                                                                                                                                             |   |             |   |   |            |  
|STOCKHOLDERS' DEFICIT                                                                                                                                                                                                                                        |  
|Capital Stock                                                                                                                                                                                                                                                |   |             |   |   |            |  
|Class "A" special voting shares,
      no par value; 
                  
      30,000,000 shares authorized, 21,184,615
      shares 
                  
      issued and outstanding, however deemed to
      be             
      cancelled               |   | -           |   |   | -          |  
|Common stock, $0.0001 par value
      per share; 
                  
      100,000,000 shares authorized; 31,319,279
      shares 
                  
      issued and outstanding; 21,184,615 shares
      deemed             
      issued and outstanding |   | 5,250       |   |   | 5,250      |  
|Additional Paid-In Capital                                                                                                                                                                                                                                   |   | 2,461,602   |   |   | 2,461,602  |  
|Accumulated Other Comprehensive Loss                                                                                                                                                                                                                         |   | (287,649    | ) |   | (181,567   | )
|Accumulated Deficit During the Development Stage                                                                                                                                                                                                             |   | (4,108,091  | ) |   | (4,563,580 | )
|Total Stockholders' Deficit                                                                                                                                                                                                                                  |   | (1,928,888  | ) |   | (2,278,295 | )
|Total Liabilities and Stockholders' Deficit                                                                                                                                                                                                                  | $ | 6,043       |   | $ | 1,960,903  |  

( The accompanying notes are an integral part of these condensed
consolidated interim financial statements.)

- F-1 -

---

|AMERICAS WIND ENERGY CORPORATION                                                    
|------------------------------------------------------------------------------------
|Condensed Consolidated Interim Statements of Operations and
      Comprehensive Loss
|For the Nine-Month Periods Ended April 30, 2010 and 2009
      and the              
|Period from July 29, 2002 (date of inception) through April
      30, 2010          
|(Expressed in U.S. Dollars)                                                         
|Unaudited                                                                           

|                                                                                 |   |  |  |       |                |   |   |              |    |       |                |   |   |             |    |  | Cumulative     |  
|-------------------------------------------------------------------------------- | - |  |  | ----- | -------------- | - | - | ------------ | -- | ----- | -------------- | - | - | ----------- | -- |  | -------------- | -
|                                                                                 |   |  |  |       |                |   |   |              |    |       |                |   |   |             |    |  | from Inception |  
|                                                                                 |   |  |  |       |                |   |   |              |    |       |                |   |   |             |    |  | (July 29,      |  
|                                                                                 |   |  |  |       | Three Months   |   |   | Three Months |    |       | Nine Months    |   |   | Nine Months |    |  | 2002           | )
|                                                                                 |   |  |  |       | Ended          |   |   | Ended        |    |       | Ended          |   |   | Ended       |    |  | through        |  
|                                                                                 |   |  |  |       | April 30,      |   |   | April 30,    |    |       | April 30,      |   |   | April 30,   |    |  | April 30,      |  
|                                                                                 |   |  |  |       | 2010           |   |   | 2009         |    |       | 2010           |   |   | 2009        |    |  | 2010           |  
|                                                                                 |   |  |  |       | (Restated)     |   |   | (Restated)   |    |       | (Restated)     |   |   | (Restated)  |    |  | (Restated)     |  
|Sales                                                                            | $ |  |  |       | -              |   | $ | 1,016,667 $  |    |       | -              |   | $ | 1,016,667 $ |    |  | 4,652,412      |  
|Cost of Sales                                                                    |   |  |  |       | -              |   |   | 1,119,550    |    |       | -              |   |   | 1,119,500   |    |  | 6,943,121      |  
|Gross Loss                                                                       |   |  |  |       | -              |   |   | (102,883     | )  |       | -              |   |   | (102,883    | )  |  | (2,290,709     | )
|Expenses                                                                         |   |  |  |       |                |   |   |              |    |       |                |   |   |             |    |  |                |  
|General and                                                                      |   |  |  |       | 130,026        |   |   | 92,929       |    |       | 356,340        |   |   | 304,414     |    |  | 2,956,028      |  
|administrative                                                                   |   |  |  |       |                |   |   |              |    |       |                |   |   |             |    |  |                |  
|License fee                                                                      |   |  |  |       | -              |   |   | 28,037       |    |       | -              |   |   | 28,037      |    |  | 111,028        |  
|Royalty fee                                                                      |   |  |  |       | -              |   |   | -            |    |       | -              |   |   | -           |    |  | 25,755         |  
|Foreign exchange loss                                                            |   |  |  |       | (139,506       | ) |   | 95,899       |    |       | (119,347       | ) |   | 701,355     |    |  | (383,400       | )
|(gain)                                                                           |   |  |  |       |                |   |   |              |    |       |                |   |   |             |    |  |                |  
|Bad debt expense                                                                 |   |  |  |       | 49,220         |   |   | -            |    |       | 49,220         |   |   | -           |    |  | 49,220         |  
|Gain on sale of                                                                  |   |  |  |       |                |   |   |              |    |       |                |   |   |             |    |  |                |  
|equipment                                                                        |   |  |  |       | -              |   |   | -            |    |       | -              |   |   | -           |    |  | (210,596       | )
|Other income (note                                                               |   |  |  |       |                |   |   |              |    |       |                |   |   |             |    |  |                |  
|10(a))                                                                           |   |  |  |       | (809,920       | ) |   | -            |    |       | (809,920       | ) |   | -           |    |  | (809,920       | )
|Loss on disposal of                                                              |   |  |  |       |                |   |   |              |    |       |                |   |   |             |    |  |                |  
|contracts                                                                        |   |  |  |       | -              |   |   | 236,071      |    |       | -              |   |   | 236,071     |    |  | 682,969        |  
|Depreciation and                                                                 |   |  |  |       | 205            |   |   | 19,978       |    |       | 656            |   |   | 73,329      |    |  | 199,715        |  
|amortization                                                                     |   |  |  |       |                |   |   |              |    |       |                |   |   |             |    |  |                |  
|                                                                                 |   |  |  |       |                |   |   |              |    |       |                |   |   |             |    |  |                |  
|Total (Income) Expenses                                                          |   |  |  |       | (769,975       | ) |   | 472,914      |    |       | (523,051       | ) |   | 1,343,206   |    |  | 2,620,799      |  
|                                                                                 |   |  |  |       |                |   |   |              |    |       |                |   |   |             |    |  |                |  
|(Income) Loss from                                                               |   |  |  |       |                |   |   |              |    |       |                |   |   |             |    |  |                |  
|Operations                                                                       |   |  |  |       | (769,975       | ) |   | 575,797      |    |       | (523,051       | ) |   | 1,446,089   |    |  | 4,911,508      |  
|                                                                                 |   |  |  |       |                |   |   |              |    |       |                |   |   |             |    |  |                |  
|Other Income                                                                     |   |  |  |       |                |   |   |              |    |       |                |   |   |             |    |  |                |  
|(Expenses)                                                                       |   |  |  |       |                |   |   |              |    |       |                |   |   |             |    |  |                |  
|Gain on sale of                                                                  |   |  |  |       |                |   |   |              |    |       |                |   |   |             |    |  |                |  
|investment in Emergya                                                            |   |  |  |       |                |   |   |              |    |       |                |   |   |             |    |  |                |  
|Wind Technologies                                                                |   |  |  |       |                |   |   |              |    |       |                |   |   |             |    |  |                |  
|B.V. Inc.                                                                        |   |  |  |       | -              |   |   | -            |    |       | -              |   |   | -           |    |  | 1,129,247      |  
|Gain on settlement of                                                            |   |  |  |       |                |   |   |              |    |       |                |   |   |             |    |  |                |  
|debt                                                                             |   |  |  |       | -              |   |   | -            |    |       | -              |   |   | -           |    |  | 311,205        |  
|Other Income                                                                     |   |  |  |       | -              |   |   | -            |    |       | -              |   |   | -           |    |  | 129,067        |  
|Interest expense and                                                             |   |  |  |       |                |   |   |              |    |       |                |   |   |             |    |  |                |  
|financing costs                                                                  |   |  |  |       | (25,330        | ) |   | (24,392      | )  |       | (67,560        | ) |   | (103,190    | )  |  | (822,805       | )
|                                                                                 |   |  |  |       |                |   |   |              |    |       |                |   |   |             |    |  |                |  
|Total Other (Expenses)                                                           |   |  |  |       |                |   |   |              |    |       |                |   |   |             |    |  |                |  
|Income                                                                           |   |  |  |       | (25,330        | ) |   | (24,392      | )  |       | (67,560        | ) |   | (103,190    | )  |  | 746,714        |  
|                                                                                 |   |  |  |       |                |   |   |              |    |       |                |   |   |             |    |  |                |  
|Income (Loss) Before                                                             |   |  |  |       |                |   |   |              |    |       |                |   |   |             |    |  |                |  
|Income Taxes                                                                     |   |  |  |       | 744,645        |   |   | (600,189     | )  |       | 455,491        |   |   | (1,549,279  | )  |  | (4,164,794     | )
|Benefit from income                                                              |   |  |  |       |                |   |   |              |    |       |                |   |   |             |    |  |                |  
|taxes (note 9)                                                                   |   |  |  |       | -              |   |   | -            |    |       | -              |   |   | -           |    |  | 56,703         |  
|                                                                                 |   |  |  |       |                |   |   |              |    |       |                |   |   |             |    |  |                |  
|Net Income (Loss)                                                                |   |  |  |       | 744,645        |   |   | (600,189     | )  |       | 455,491        |   |   | (1,549,279  | )  |  | (4,108,091     | )
|Foreign currency                                                                 |   |  |  |       |                |   |   |              |    |       |                |   |   |             |    |  |                |  
|translation adjustments                                                          |   |  |  |       | (105,539       | ) |   | (105,698     | )  |       | (106,082       | ) |   | 351,089     |    |  | (287,649       | )
|                                                                                 |   |  |  |       |                |   |   |              |    |       |                |   |   |             |    |  |                |  
|Comprehensive Income                                                             |   |  |  |       |                |   |   |              |    |       |                |   |   |             |    |  |                |  
|(Loss)                                                                           | $ |  |  |       | 639,106        |   | $ | (705,887     | )$ |       | 349,409        |   | $ | (1,198,190  | )$ |  | (4,395,740     | )
|                                                                                 |   |  |  |       |                |   |   |              |    |       |                |   |   |             |    |  |                |  
|**Income (Loss) per Share – Basic and** **Diluted**                              |   |  |  | **$** | **0.01**       |   |   | (0.01        | )  | **$** | **0.01**       |   | $ | (0.03       | )  |  |                |  
|                                                                                 |   |  |  |       |                |   |   |              |    |       |                |   |   |             |    |  |                |  
|**Weighted Average**                                                             |   |  |  |       | **52,503,894** |   |   | 52,503,894   |    |       | **52,503,894** |   |   | 52,503,894  |    |  |                |  
|                                                                                 |   |  |  |       |                |   |   |              |    |       |                |   |   |             |    |  |                |  
|**Number of Shares** **Outstanding During the Periods – Basic** **and  Diluted** |   |  |  |       |                |   |   |              |    |       |                |   |   |             |    |  |                |  

( The accompanying notes are an integral part of these condensed
  consolidated interim financial statements.)

- F-2 -

---

|AMERICAS WIND ENERGY CORPORATION                                      
|----------------------------------------------------------------------
|Condensed Consolidated Interim Statements of Cash Flows               
|For the Nine-Month Periods Ended April 30, 2010 and 2009
      and    
|Cumulative from Inception (July 29, 2002) through April 30,
      2010
|(Expressed in U.S. Dollars)                                           
|Unaudited                                                             

|                                                                            |   |            |   |   |            |   |   | Cumulative from       |  
|--------------------------------------------------------------------------- | - | ---------- | - | - | ---------- | - | - | --------------------- | -
|                                                                            |   |            |   |   |            |   |   | July 29, 2002 (Date   |  
|                                                                            |   |            |   |   |            |   |   | of Inception) through |  
|                                                                            |   | 2010       |   |   | 2009       |   |   | April 30, 2010        |  
|Cash Flows from Operating Activities                                        |   |            |   |   |            |   |   |                       |  
|Net income
      (loss)                                                     | $ | 455,491    |   | $ | (1,549,279 | ) | $ | (4,108,091            | )
|Adjustments for:                                                            |   |            |   |   |            |   |   |                       |  
|Loss on disposal of contracts                                               |   | -          |   |   | 236,071    |   |   | 682,969               |  
|Accretion on
      convertible loan payable                                 |   | -          |   |   | 52,587     |   |   | 75,442                |  
|Interest on convertible loan payable                                        |   | -          |   |   | 12,968     |   |   | 30,250                |  
|Depreciation and
      amortization                                         |   | 656        |   |   | 65,486     |   |   | 199,715               |  
|Provision for contract losses                                               |   | -          |   |   | (433,325   | ) |   | 1,277,564             |  
|Gain on sale of
      investment in EWT B.V. Inc.                           |   | -          |   |   | -          |   |   | (1,129,247            | )
|Gain on settlement of debt                                                  |   | -          |   |   | -          |   |   | (311,205              | )
|Gain on sale of
      equipment                                             |   | -          |   |   | -          |   |   | (210,596              | )
|Loss on disposal of equipment                                               |   | -          |   |   | 2,481      |   |   | -                     |  
|Loss on settlement
      of receivable                                      |   | -          |   |   | 67,708     |   |   | -                     |  
|Write down of intangible asset                                              |   | 2,008,955  |   |   | -          |   |   | 2,008,955             |  
|Write off of
      long-term loan payable                                   |   | (2,818,875 | ) |   | -          |   |   | (2,818,875            | )
|Bad debts                                                                   |   | 49,220     |   |   | -          |   |   | 49,220                |  
|Changes in non-cash working
      capital, net of effects from acquisition: |   |            |   |   |            |   |   |                       |  
|Accounts receivable                                                         |   | -          |   |   | 39,322     |   |   | (48,830               | )
|Other receivables                                                           |   | (964       | ) |   | 10,300     |   |   | 3,287                 |  
|Costs on uncompleted contract in excess of related billings                 |   | -          |   |   | 695,465    |   |   | -                     |  
|Prepaid expenses                                                            |   | (1,793     | ) |   | 42,425     |   |   | (3,144                | )
|Accounts payable                                                            |   | 138,722    |   |   | (482,026   | ) |   | 247,235               |  
|Accrued
      liabilities                                                   |   | 10,896     |   |   | (101,669   | ) |   | 197,176               |  
|Billings on uncompleted contract in excess of related costs                 |   | -          |   |   | (940,730   | ) |   | 940,730               |  
|Provision for
      contract losses                                         |   | -          |   |   | -          |   |   | (1,256,717            | )
|Net Cash Used in Operating
      Activities                                 |   | (157,692   | ) |   | (2,282,216 | ) |   | (4,174,162            | )
|                                                                            |   |            |   |   |            |   |   |                       |  
|Cash Flows from Financing Activities                                        |   |            |   |   |            |   |   |                       |  
|Proceeds from bank overdraft                                                |   | 32,044     |   |   | -          |   |   | 32,044                |  
|Increase in
      long-term loan payable                                    |   | -          |   |   | 1,973,079  |   |   | 1,212,192             |  
|Proceeds from issuance of common
      stock                                |   | -          |   |   | -          |   |   | 2,550,090             |  
|Proceeds from
      convertible loan payable                                |   | -          |   |   | -          |   |   | 275,000               |  
|Proceeds from issuance of
      warrants                                    |   | -          |   |   | -          |   |   | 75,000                |  
|Cash of
      subsidiary acquired                                           |   | -          |   |   | -          |   |   | 231                   |  
|Increase in advances from
      investors                                   |   | -          |   |   | -          |   |   | 1,321,677             |  
|Decrease in
      advances from investors                                   |   | -          |   |   | -          |   |   | (1,321,677            | )
|Advances from Digital Predictive
      Systems Inc.                         |   | -          |   |   | -          |   |   | 1,713,046             |  
|Repayment to
      Digital Predictive Systems Inc.                          |   | -          |   |   | -          |   |   | (1,713,046            | )
|Due to stockholders                                                         |   | 332,983    |   |   | 56,574     |   |   | 1,076,772             |  
|Stock issuance
      costs                                                  |   | -          |   |   | -          |   |   | (162,500              | )
|Net Cash Provided by Financing Activities                                   |   | 365,027    |   |   | 2,029,653  |   |   | 5,058,829             |  
|                                                                            |   |            |   |   |            |   |   |                       |  
|Cash Flows from Investing Activities                                        |   |            |   |   |            |   |   |                       |  
|Proceeds from sale of investment in Emergya Wind Technologies B.V. Inc.     |   | -          |   |   | -          |   |   | 1,931,479             |  
|Proceeds from sale of equipment                                             |   | -          |   |   | -          |   |   | 295,755               |  
|Acquisition of
      equipment                                              |   | (1,093     | ) |   | -          |   |   | (166,415              | )
|Advances to Emergya Wind
      Technologies B.V. Inc.                       |   | -          |   |   | -          |   |   | (798,257              | )
|Acquisition of
      intangible                                             |   | -          |   |   | -          |   |   | (1,731,802            | )
|Net Cash Used in Investing Activities                                       |   | (1,093     | ) |   | -          |   |   | (469,240              | )
|                                                                            |   |            |   |   |            |   |   |                       |  
|Effect of Exchange Rate Change on Cash                                      |   | (223,879   | ) |   | 191,132    |   |   | (415,427              | )
|                                                                            |   |            |   |   |            |   |   |                       |  
|Change in Cash                                                              |   | (17,637    | ) |   | (61,431    | ) |   | -                     |  
|Cash - Beginning of Period                                                  |   | 17,637     |   |   | 89,186     |   |   | -                     |  
|Cash - End of Period                                                        | $ | -          |   | $ | 27,755     |   | $ | -                     |  

( The accompanying notes are an integral part of these condensed
consolidated interim financial statements.)

- F-3 -

---

|AMERICAS WIND ENERGY CORPORATION                                  
|------------------------------------------------------------------
|Notes to Condensed Consolidated Interim Financial
      Statements
|April 30, 2010 and 2009                                           
|(Expressed in U.S. Dollars)                                       
|Unaudited                                                         

|1. | Organization, Development Stage Activities, Reverse
      Merger Transaction, and Going Concern
|-- | -----------------------------------------------------------------------------------------------

Americas Wind Energy Corporation (the
"Company") was incorporated under the laws of the State of Nevada on August 22,
2003. The Company was acquired in a reverse merger transaction on August 11,
2006. The Company changed its ordinary course of business from that of
establishing a marine adventure tourism business to that of manufacturing and
distributing wind power turbines to wind farm developers throughout the Americas
through its operating subsidiary incorporated in Canada, Americas Wind Energy
Inc. ("AWE Inc."), which has been involved in the wind turbines business since
July 29, 2002.

On April 23, 2004, the Company entered
into a license agreement with Emergya Wind Technologies B.V. Inc. to obtain the
North American intellectual property rights and know-how relating to Emergya
Wind Technologies B.V. Inc.'s medium capacity wind turbines, for an indefinite
period of time.

On March 5, 2009, the Company entered
into an agreement with Emergya Wind Technologies B.V. Inc. and EWT-Americas Inc.
(together, EWT) to sublicense its license to EWT, thereby allowing the use of
its exclusive intellectual property and know-how rights in relation to the
manufacturing and sales of medium capacity wind turbines in the size range of
600 kilowatt to 1 megawatt to the Canadian, United States, Mexican and related
territory markets. The Company was to receive sublicense payments based on a
percentage of sales and gross profit of wind turbine sales made by EWT.

As part of the agreement, the Company
transferred to EWT all of its risks and benefits to its Waverly Light and Power
(Waverly) and Rural Electric Convenience Cooperative Co. (Rural)
contract.

As part of this agreement, EWT assumed
the costs incurred on the Confederation Power Inc. (previously Vector Wind
Energy Inc.) (Confederation) and Wind Vision LLC (Windvision) contracts from
March 5, 2009. Total aggregate costs incurred by EWT on behalf of the Company
and the deposits received by the Company on the Waverly and Rural contracts and
owing to EWT (herein debt) were only payable to the extent of up to 25% of the
sublicense payments that the Company was to receive from EWT. If no sublicense
payments were received, no part of the debt was repayable to EWT. These
contracts were commissioned in the prior year, and the Company does not have any
other ongoing or future contracts in the wind turbines business.

- F-4 -

---

|AMERICAS WIND ENERGY CORPORATION                                  
|------------------------------------------------------------------
|Notes to Condensed Consolidated Interim Financial
      Statements
|April 30, 2010 and 2009                                           
|(Expressed in U.S. Dollars)                                       
|Unaudited                                                         

|1. | Organization, Development Stage Activities, Reverse
      Merger Transaction, and Going Concern(contd)
|-- | -------------------------------------------------------------------------------------------------------

On February 1, 2010, the Company received
a letter from Emergya Wind Technologies B.V. terminating the sublicense
agreement.

On April 28, 2010, a settlement agreement
was reached to resolve the claims and defenses without litigation between the
Company and EWT resulting from the termination letter. This agreement stipulates
that the Company is to receive future payments not exceeding $10,000,000 (see
notes 5 and 10(a)) (herein the Settlement Agreement). The Settlement Agreement
was conditional upon customer releases of liability against the Company and EWT
or upon waiver of the condition by EWT. This condition was waived by EWT and the
Settlement Agreement became final on June 11, 2010.

Going Concern Assumption

The Company's consolidated financial
statements are presented on a going concern basis, which contemplates the
realization of assets and discharge of liabilities in the normal course of
business. The Company's negative working capital and accumulated deficit raise
substantial doubt as to its ability to continue as a going concern. As of April
30, 2010, the Company had a negative working capital of $1,929,372 and an
accumulated deficit of $4,108,091.

The Company's continuance as a going
concern is dependent on its Directors and principal stockholders in providing
financial support in the short term and receiving sufficient payments under the
Settlement Agreement (note 10(a)) to discharge the Companys liabilities. In the
event that these are not achieved, the assets may not be realized or liabilities
discharged at their carrying amounts, and differences from the carrying amounts
reported in these consolidated financial statements could be material.

The accompanying consolidated financial
statements do not include any adjustments to reflect the possible future effects
on the recoverability and classification of assets or the amounts and
classification of liabilities that may result from the inability of the Company
to continue as a going concern.

- F-5 -

---

|AMERICAS WIND ENERGY CORPORATION                                  
|------------------------------------------------------------------
|Notes to Condensed Consolidated Interim Financial
      Statements
|April 30, 2010 and 2009                                           
|(Expressed in U.S. Dollars)                                       
|Unaudited                                                         

|2. | Summary of Significant Accounting
  Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | The accompanying condensed consolidated interim financial
      statements of the Company have been prepared in accordance with accounting
      principles generally accepted in the United States of America ("US GAAP")
      for interim financial information and the instructions to Form 10-Q.
      Accordingly, they do not include all of the information and footnotes
      required by US GAAP for complete financial statements. In the opinion of
      the Company's management, all adjustments (consisting only of normal
      recurring accruals) considered necessary for a fair presentation have been
      included. Operating results for the nine-month period ended April 30, 2010
      are not necessarily indicative of the results that may be expected for the
      full fiscal year ending July 31, 2010. The accompanying condensed
      consolidated interim financial statements should be read in conjunction
      with the audited consolidated financial statements of the Company for the
      fiscal year ended July 31, 2009.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|3. | Fair Value Measurements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | Effective August 1, 2007, the Company adopted Accounting
      Standards Codification (ASC) 820, Fair Value Measurements and
      Disclosure, except as it applies to the nonfinancial assets and
      nonfinancial liabilities subject to ASC 820. ASC 820 clarifies that fair
      value is an exit price, representing the amount that would be received to
      sell an asset or paid to transfer a liability in an orderly transaction
      between market participants. As such, fair value is a market-based
      measurement that should be determined based on assumptions that market
      participants would use in pricing an asset or a liability. As a basis for
      considering such assumptions, ASC 820 establishes a three-tier value
      hierarchy, which prioritizes the inputs used in the valuation
      methodologies in measuring fair value:                                                                                                                                                                                      

Level 1
    -
    Observable inputs that reflect quoted prices
      (unadjusted) for identical assets or liabilities in active markets.Level 2
    -
    Include other inputs that are directly or
      indirectly observable in the marketplace.Level 3
    -
    Unobservable inputs which are supported by
      little or no market activity.


The fair value hierarchy also requires an entity to maximize
the use of observable inputs and minimize the use of unobservable inputs when
measuring fair value. Cash, bank indebtedness (Level 1), accounts receivable,
other receivables, accounts payable, accrued liabilities, and convertible loan
payable (Level 2) are reflected in the consolidated balance sheet at carrying
value, which approximates fair value due to the short-term nature of these
instruments.

The fair value of the long-term loan payable approximates
carrying value due to the nature of the royalty terms and the fairly recent
placement of the debt.

- F-6 -

---

|AMERICAS WIND ENERGY CORPORATION                                  
|------------------------------------------------------------------
|Notes to Condensed Consolidated Interim Financial
      Statements
|April 30, 2010 and 2009                                           
|(Expressed in U.S. Dollars)                                       
|Unaudited                                                         

|4. | Equipment, Net                    
|-- | ----------------------------------
|   |                                   
|   | Equipment comprises the
following:

| |                        |   |       |   |   | 2010         |  
| | ---------------------- | - | ----- | - | - | ------------ | -
| |                        |   |       |   |   | Accumulated  |  
| |                        |   | Cost  |   |   | Depreciation |  
| |                        |   |       |   |   |              |  
| | Computer equipment     | $ | 1,181 |   | $ | (689         | )
| | Translation adjustment |   | (41   | ) |   | 33           |  
| |                        |   |       |   |   |              |  
| | Total                  | $ | 1,140 |   | $ | (656         | )
| |                        |   |       |   |   |              |  
| | Net carrying amount    |   |       |   | $ | 484          |  

Depreciation expense charged to
operations amounted to $656 for the nine months ended April 30, 2010.

|5. | Intangible Asset, Net                                                                                                                                                                                                                                                                                                                  
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                        
|   | On April 23, 2004, the Company entered into a license
      agreement with EWT to obtain the North American intellectual property
      rights and know-how relating to EWT's medium capacity wind turbines, for
      an indefinite period of time. The license fee was acquired for 1,350,000
      Euros (equivalent to $2,145,441).
|   |                                                                                                                                                                                                                                                                                                                                        
|   | During 2008, the Company amortized the license right over
      its estimated useful life of 25 years. Previous to 2008, the Company
      regarded the license right to have an indefinite life and thus did not
      record amortization.                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                        
|   | In accordance with the March 5, 2009 agreement, beginning
      on March 6, 2009, the intangible asset was being amortized based on a
      percentage of sublicense payments received compared to
  $14,000,000.                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                        
|   | On February 1, 2010, the sublicense agreement was
      terminated and the intangible asset was written off. The write-off is
      included in other income in these consolidated financial statements for
      the period (note 10a)).                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                        
|6. | Due to Stockholders                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                        
|   | The amounts due to stockholders bear interest of 10% per
      annum, are unsecured and are due on demand.                                                                                                                                                                                                                             

- F-7 -

---

|AMERICAS WIND ENERGY CORPORATION                                  
|------------------------------------------------------------------
|Notes to Condensed Consolidated Interim Financial
      Statements
|April 30, 2010 and 2009                                           
|(Expressed in U.S. Dollars)                                       
|Unaudited                                                         

|7. | Convertible Loan Payable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | On March 6, 2008, the Company received $350,000 pursuant
      to a convertible loan agreement. The convertible loan bears interest at 2%
      above the Bank of Canada's prime rate per annum (as of April 30, 2010, the
      Bank of Canada's rate was 2.25%), payable quarterly, is unsecured, and
      matured March 6, 2009. As the convertible loan payable was not repaid on
      March 6, 2009, its maturity date, Smart Goal Investment Limited may, by
      written notice, exercise its rights of conversion in respect of either a
      portion of or the total outstanding amount of the loan plus accrued
      interest into shares of the Company at $0.32 per share. As of June 15,
      2010, Smart Goal Investment Limited has not exercised the right of
      conversion.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | At the date of issuance, the conversion feature of the
      convertible loan was in-the-money. The intrinsic value of this
      beneficial conversion feature was $278,560. In accordance with ASC 470-20,
      this amount was measured but was not recognized as of April 30, 2010. This
      amount will be recorded as additional paid-in capital only when the
      contingency is resolved.                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | In addition, the Company has issued warrants to purchase
      546,875 common shares of the Company at an exercise price of $0.35. In
      accordance with ASC 470-20, $275,000 of the cash consideration received by
      the Company has been allocated to the convertible loan and $75,000 has
      been allocated to the warrants based on their relative fair values at the
      date of issuance of convertible loan. The convertible loan is being
      accreted to its face value through a periodic charge to interest expense
      using the effective interest method. Accretion included in the interest
      and financing costs for the nine months ended April 30, 2010 amounted to
      nil.                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|8. | Related Party Transactions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | The Company incurred the following amounts with related
      parties:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

| |    |                  |  |   | 2010    | 
| | -- | ---------------- |  | - | ------- | 
| | a) | Consulting fees  |  |   |         | 
| |    |                  |  |   |         | 
| |    | Stockholders     |  | $ | 192,517 | 
| |    |                  |  |   |         | 
| | b) | Interest expense |  |   |         | 
| |    |                  |  |   |         | 
| |    | Stockholders     |  | $ | 67,540  | 

These transactions were in the normal
course of business and recorded at an exchange value established and agreed upon
by the related parties.

- F-8 -

---

|AMERICAS WIND ENERGY CORPORATION                                  
|------------------------------------------------------------------
|Notes to Condensed Consolidated Interim Financial
      Statements
|April 30, 2010 and 2009                                           
|(Expressed in U.S. Dollars)                                       
|Unaudited                                                         

|9. | Income Taxes                                        
|-- | ----------------------------------------------------
|   |                                                     
|   | The Company's current income taxes are as
  follows:

| |                                                                   |   | 2010     |  
| | ----------------------------------------------------------------- | - | -------- | -
| |                                                                   |   |          |  
| | Expected income tax recovery at the
      statutory rate of 34.6% | $ | (144,847 | )
| | Other permanent differences                                       |   | (167,740 | )
| | Translation adjustment                                            |   | (329,421 | )
| | Change in valuation allowance                                     |   | 642,008  |  
| |                                                                   |   |          |  
| | Benefit from income taxes                                         | $ | -        |  

The components of deferred tax assets
(liability) are as follows:

| |                                  |   | 2010       |  
| | -------------------------------- | - | ---------- | -
| |                                  |   |            |  
| | Net operating loss carryforwards | $ | 1,536,082  |  
| | Intangible asset                 |   | -          |  
| | Other deferred tax assets        |   | 4,866      |  
| | Accounts receivable - holdback   |   | (15,667    | )
| | Valuation allowance              |   | (1,525,281 | )
| |                                  |   |            |  
| | Net                              | $ | -          |  

The Company has net operating loss
carryforwards available to be applied against future years' income. Due to the
losses from operations and expected future operating results, it is more likely
than not that the deferred tax asset resulting from the tax losses available for
carry forward will not be realized through the reduction of future income tax
payments, accordingly, a 100% valuation allowance has been recorded for deferred
tax assets and current income taxes.

As of April 30, 2010, the Company had
$4,794,324 of Federal, provincial and state net operating loss carryforwards
(including losses of $317,011 in the U.S.) available to offset future taxable
income. Such carryforwards expire in:

2014
    $
    35,4142016
    
    22,3362024
    
    14,8482025
    
    83,8782026
    
    7,4642027
    
    451,0862028
    
    678,2082029
    
    3,501,090$
    4,794,324


- F-9 -

---

|AMERICAS WIND ENERGY CORPORATION                                  
|------------------------------------------------------------------
|Notes to Condensed Consolidated Interim Financial
      Statements
|April 30, 2010 and 2009                                           
|(Expressed in U.S. Dollars)                                       
|Unaudited                                                         

|10. | Commitments and
Contingencies
|--- | -----------------------------

a) Entry into the agreements

On March 5, 2009, the Company
sublicensed its license to EWT allowing the use of its exclusive intellectual
property and know-how rights in relation to the manufacturing and sales of
medium capacity wind turbines in the size range of 600 kilowatt to 1 megawatt to
the Canadian, United States, Mexican and related territory markets (Exclusive
Rights Territory) to EWT. The agreement specified that the Company receive
sublicense payments in an amount equal to the sum of (i) 2.5% of sales revenues
and (ii) 12.5% of gross profit, not exceeding $28,000,000 in aggregate.

The Company had the right to terminate
the Agreement earlier if the aggregate sublicense payments under the Agreement
were less than $14,000,000 and one of the following events occured before March
5, 2012:

a) If EWT ceased to conduct any
business in the Exclusive Rights Territory for a period of greater than 12
consecutive months;

b) If EWT sought relief under Title 7
of the U.S. Bankruptcy Code or a similar provision and an order was entered to
liquidate EWT as opposed to a bankruptcy filing under Title 11 seeking
reorganization; or

c) If EWT failed to make any
undisputed payments to the Company when due and such payment was not made within
45 days of the notice given by the Company.

As part of the Agreement, the Company
transferred to EWT all of its risks and benefits to its Waverly and Rural
contracts. As such, the Company was committed to transfer the deposits made by
Waverly and Rural of $940,730 to EWT.

EWT assumed the costs incurred on the
Confederation and Windvision contracts. The total aggregate costs along with the
deposits on the Waverly and Rural contracts owing to EWT was $2,818,875 (herein
debt).

Also, as part of the Agreement, the
Company assigned all of its rights, interest and obligations under the license
agreement with GE Power Technology LLC ("GEPT"). As such, the debt has been
removed and offset against the write down of the intangible asset of $2,008,955
in other income in these consolidated financial statements.

- F-10 -

---

|AMERICAS WIND ENERGY CORPORATION                                  
|------------------------------------------------------------------
|Notes to Condensed Consolidated Interim Financial
      Statements
|April 30, 2010 and 2009                                           
|(Expressed in U.S. Dollars)                                       
|Unaudited                                                         

|10. | Commitments and Contingencies(contd)
|--- | -------------------------------------

a) Entry into the Agreement(contd)

On April 28, 2010,  the Company entered the Settlement Agreement. This agreement replaced the March  5, 2009 agreement. Under this agreement, the Company will receive future  payments based on 3% of sales of wind turbines made by EWT (herein the  “Settlement Payments”), with the total Settlement Payments not exceeding  $10,000,000.

Prior to entering into the Settlement Agreement,  the debt due to EWT was approx. $2.8 million and represented actual costs  incurred on contracts plus anticipated costs to complete the Confederation  Power, Wind Vision and Wray contracts.   EWT determined that the costs to complete the contracts would be  considerably more than the $2.8 million and accordingly made efforts to enter  into the Settlement Agreement.  The full  and final payment of $ 4 million was agreed to satisfy EWT for any unforeseen  obligations incurred by completing the contracts.  In exchange, EWT agreed to release the  Company from any future or further liabilities incurred from those contracts.

As repayment of  the debt payable by the Company to EWT, EWT will apply the first $2,000,000 of  Settlement Payments against the debt amount. Once $2,000,000 has been repaid to  EWT, the Settlement Payments will be made to the Company at 50% of the  Settlement Payment amount until EWT have retained an aggregate of $4,000,000 in  total Settlement Payments (including the initial $2,000,000). Subsequent to  that, the Settlement Payments will be paid in full to the Company until the  earlier of the $10,000,000 being reached or until the fourth anniversary date  of this agreement. If no Settlement Payments are received under the Agreement,  the Company will not be committed to repaying the debt. As such, the debt has  been removed and offset against the write down of the intangible asset of  $2,008,955 in other income in these financial statements.

b) Vendor claims

In the prior year, one of AWE Inc.s
vendors asserted a claim for $235,000 and up to $5,000,000 in punitive damages
against AWE Inc. claiming AWE Inc. breached an agreement with the vendor for
services and commissions. No legal action has been commenced by the vendor. In
managements opinion, the claim has no merit and legal counsel will be hired to
defend it, if necessary. The outcome of this claim is not determinable at this
time and as such, no liability has been recorded in these consolidated financial
statements.

In the prior year, another of AWE
Inc.s vendors submitted an invoice to AWE Inc. in the amount of approximately
$222,000, which management is disputing. No legal claim has been made to date by
this vendor. Management will defend any action brought to collect the amount, if
necessary. The outcome of this claim is not determinable at this time and as
such, no liability has been recorded in these consolidated financial statements.

- F-11 -

---

|AMERICAS WIND ENERGY CORPORATION                                  
|------------------------------------------------------------------
|Notes to Condensed Consolidated Interim Financial
      Statements
|April 30, 2010 and 2009                                           
|(Expressed in U.S. Dollars)                                       
|Unaudited                                                         

|11. | Cash Flow Supplemental Information                               
|--- | -----------------------------------------------------------------
|    |                                                                  
|    | Non-cash financing and investing activities are as
      follows:

| |                                                                                |   |      |  |   |      |  |   | Cumulative from |  
| | ------------------------------------------------------------------------------ | - | ---- |  | - | ---- |  | - | --------------- | -
| |                                                                                |   |      |  |   |      |  |   | Inception       |  
| |                                                                                |   |      |  |   |      |  |   | (July 29, 2002  | )
| |                                                                                |   |      |  |   |      |  |   | through         |  
| |                                                                                |   |      |  |   |      |  |   | April 30,       |  
| |                                                                                |   | 2010 |  |   | 2009 |  |   | 2010            |  
| |                                                                                |   |      |  |   |      |  |   |                 |  
| | Acquisition of subsidiary, net of cash
      acquired, through share exchange  | $ | -    |  | $ | -    |  | $ | 4,031           |  
| |                                                                                |   |      |  |   |      |  |   |                 |  
| | Issuance of compensation options as
      commission for the private placement | $ | -    |  | $ | -    |  | $ | 40,275          |  

During the period, the Company had cash
flows arising from interest and income taxes as follows:

| |              |   |      |  |   |      |  |   | Cumulative from |  
| | ------------ | - | ---- |  | - | ---- |  | - | --------------- | -
| |              |   |      |  |   |      |  |   | Inception       |  
| |              |   |      |  |   |      |  |   | (July 29, 2002  | )
| |              |   |      |  |   |      |  |   | through         |  
| |              |   | 2010 |  |   | 2009 |  |   | April 30, 2010  |  
| |              |   |      |  |   |      |  |   |                 |  
| | Income taxes | $ | -    |  | $ | -    |  | $ | -               |  
| |              |   |      |  |   |      |  |   |                 |  
| | Interest     | $ | -    |  | $ | -    |  | $ | 537,039         |  

|12 | **Restatement**
|-- | ---------------

For the nine months periods ended April 30, 2010  and 2009, the other income of $809,920 (2009 – nil), cumulative gain on sale of  equipment of $210,596, and the loss on disposal of contracts of nil (2009 -  $236,071) were presented on the consolidated statements of operations and  comprehensive loss under other income (expenses) and should have been presented  under operations.  Warranty expense of  nil (2009 - $35,175) was presented on the consolidated statements of operations  under operating expenses and should have been presented in cost of sales.

As a result of the reclassification, there is no  change to the net loss, comprehensive loss and earnings per share on the  consolidated statements of operations and comprehensive loss or retained  earnings and equity on the consolidated balance sheets.

- F-12 -

---

Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements.
These statements relate to future events or our future financial performance. In
some cases, you can identify forward-looking statements by terminology such as
"may", "should", "expects", "plans", "anticipates", "believes", "estimates",
"predicts", "potential" or "continue" or the negative of these terms or other
comparable terminology. These statements are only predictions and involve known
and unknown risks, uncertainties and other factors, that may cause our or our
industry's actual results, levels of activity, performance or achievements to be
materially different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements. Although
we believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements. Except as required by applicable law, including the securities
laws of the United States, we do not intend to update any of the forward-looking
statements to conform these statements to actual results.

Our unaudited financial statements are stated in United States
Dollars (US$) and are prepared in accordance with United States Generally
Accepted Accounting Principles. The following discussion should be read in
conjunction with our financial statements and the related notes that appear
elsewhere in this quarterly report. The following discussion contains
forward-looking statements that reflect our plans, estimates and beliefs. Our
actual results could differ materially from those discussed in the forward
looking statements. Factors that could cause or contribute to such differences
include, but are not limited to, those discussed below and elsewhere in this
quarterly report.

In this quarterly report, unless otherwise specified, all
dollar amounts are expressed in United States dollars. All references to "US$"
refer to United States dollars and all references to "common shares" refer to
the common shares in our capital stock.

As used in this quarterly report, the terms we, us, our,
our company and Americas Wind refer to Americas Wind Energy Corporation,
and, unless otherwise indicated, our subsidiary, 6544797 Canada Ltd., a Canadian
corporation, and our wholly-owned subsidiary Americas Wind Energy Inc., an
Ontario corporation.

General Overview

We were incorporated pursuant to the laws of the State of
Nevada on August 22, 2003.

On June 4, 2005, we effected a six for one forward stock split
of the issued shares of common stock in the capital of our company.

On October 14, 2005, we effected a 3.195 for one forward stock
split of the issued shares of common stock in the capital of our company.

On April 4, 2006, our board of directors approved an amendment
to our Articles of Incorporation to create 30,000,000 Class A Special Voting
Shares in the capital of our company. Subsequent to our board of directors
approval of the amendment to our Articles of Incorporation, on April 5, 2006,
the holders of a majority of the outstanding common shares of our company
consented in writing to the amendment to our Articles of Incorporation. The
amendment to our Articles of Incorporation was effected with the Nevada
Secretary of State on June 19, 2006. As a result, our authorized capital
consists of 100,000,000 shares of common stock with a par value of $0.0001 and
30,000,000 Class A Special Voting Stock without par value.

On August 28, 2006, our board of directors approved an
amendment to our Articles of Incorporation to change our name from Northwest
Passage Ventures, Ltd. to Americas Wind Energy Corporation. Also on August
28, 2006, the holders of a majority of the outstanding common shares of our
company consented in writing to the amendment to our Articles of Incorporation.
The amendment to our Articles of Incorporation was effected with the Nevada
Secretary of State on October 16, 2006.

4

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Effective March 5, 2009, we entered into a sublicense agreement
with Americas Wind Energy Inc., our Ontario subsidiary company, Emergya Wind
Technologies B.V. a Netherlands company and EWT-Americas Inc., a Delaware
corporation, wherein we have agreed to grant to EWT-Americas an exclusive
sublicense of all of our rights under a master license agreement dated April 23,
2004.

We had an exclusive license for the North American territory
from EWT B.V., of the Netherlands, for the mid-sized direct drive wind turbines
manufactured by EWT B.V.

We have provided a sub-license of these rights to EWT-Americas
Inc. a wholly owned subsidiary of Emergya Wind Technologies Holdings N.V. and an
affiliate of EWT B.V.

The major terms of the transaction which closed effective March
5, 2009 are:

- We sub-licensed to EWT-Americas our existing rights to market in North
  America
- EWT- Americas will be the exclusive manufacturer and supplier of EWT wind
  turbines in North America.

On March 5, 2009, we completed a sublicense agreement with EWT
Americas. The complete agreement is available on-line as filed with the SEC.

Summary terms of the agreement were:

- The sublicense agreement gave AWE a royalty of 2.5 % of sales revenue and
  12.5% of contribution margin on all sales to companies listed on Exhibit A of
  the agreement over the next 5 years.
- The royalty payments were capped at $28 million.
- EWT Americas took over all AWE projects except two and was completing
  these two projects for our company.
- The costs to complete these two projects plus additional monies owed to
  EWT for materials was being taken out of our royalty payments at the rate of
  25% of each royalty payment until completed.
- We cannot compete with EWT Americas in the windturbine business.

Effective March 5, 2009, Mr. Frank Pickersgill, our secretary
and director, entered into a consulting agreement with EWT-Americas Inc.
Pursuant to the terms of the consulting agreement, Mr. Pickersgill was to
provide business consulting services to EWT-Americas Inc. for a monthly
compensation of US$6,250. The agreement was to be terminated on the earlier of:
(i) two years from the date of the agreement, or (ii) the termination of the
sublicense agreement.

Effective March 5, 2009, Mr. Hal Dickout, our president, chief
executive officer, chairman and director, entered into a consulting agreement
with EWT-Americas Inc. Pursuant to the terms of the consulting agreement, Mr.
Dickout was to provide business consulting services to EWT-Americas Inc. for a
monthly compensation of US$6,250. The agreement was to be terminated on the
earlier of: (i) two years from the date of the agreement, or (ii) the
termination of the sublicense agreement.

On February 1, 2010, we received a letter from EWT B.V.
claiming that they are (1) terminating the sublicense agreement citing alleged
violations of representations and warranties in the agreement; (2) alleging that
large orders and opportunities were cancelled due to AWE failures; and (3)
alleging amounts owing to EWT of US$2.519 million, are due and payable within 30
days.

Our responses to the allegations are as follows:

- There was no breach of warranty or untrue representation in the sublicense
  agreement on our part or on the part of Americas Wind Energy Inc.
- The money allegedly owed to EWT was to be paid from future payments and is
  not due.

5

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Our company rejected the claims in the letter and we entered
into settlement discussions with EWT and EWT-Americas (together EWT). These
discussions have resulted in a Settlement Agreement dated as of April 28, 2010,
which became effective on June 11, 2010.

A summary of the key terms of the Settlement Agreement is as
follows:

- We will be paid a fee with respect to sales by EWT. of 600kw to 1mw wind
  turbines in the territory covered by the original license agreement over the
  next four years subject to a maximum cap of $10,000,000.
- As repayment of the debt payable by our company to EWT, EWT will apply the
  first $2,000,000 of settlement payments against the debt amount. Once
  $2,000,000 has been repaid to EWT, the settlement payments will be made to our
  company at 50% of the settlement payment amount until EWT have retained an
  aggregate of $4,000,000 in total settlement payments (including the initial
  $2,000,000). Subsequent to that, the settlement payments will be paid in full
  to our company until the earlier of the $10,000,000 being reached or until the
  fourth anniversary date of the agreement. If no settlement payments are
  received under the agreement, our company will not be committed to repaying
  the debt.
- The consulting contracts with H. C. Dickout and F. D. Pickersgill are
  reinstated.
- The settlement agreement is conditioned upon and was not effective unless
  EWT reaches agreement with former customers of our company or EWT waives the
  claim, which condition was satisfied by EWT waiving the condition effective
  June 11, 2010

We are now out of the business of manufacturing and supplying
windturbines and look forward to the fees that may be generated as a result of
the settlement reached.

It is managements intent to search for a merger or acquisition
partner who is interested in our public structure, who can use our tax loss
carry-forwards and who values the royalty stream, in order to get best total
return for shareholders.

Our Current Business

Our company expects to receive royalty payments under the
Settlement Agreement signed on April 28, 2010. Per the agreement, our company
will receive payments equal to 3% of the sales revenue generated by EWT in North
America. Under this agreement, EWT has assumed all of the liabilities of AWE.
The royalty payments and debt repayment will work as follows:

a) The first $2,000,000 of royalty payments due to us will be
retained by EWT to offset the debt owing to them by us,

b) Subsequent to that, we will receive 50% of the royalty
payments owing to us, and the other 50% will go towards paying down the debt we
owe to EWT, until a total of $4,000,000 of royalty payments are retained by
EWT,

c) Subsequent payments will be paid in full to AWE until a
maximum of $10,000,000 in royalty payments has been received by AWE.

There is no liability to EWT beyond paying a percentage of
royalties received. However, if no royalties are received by us, the debt will
not be repayable to EWT.

To maximize shareholder value we are exploring merger,
acquisition or Joint Venture opportunities. We plan to raise the necessary
capital to do this through a convertible debenture or sale of shares. We have
retained a competent and experienced financial firm to assist in this
process.

In the short term, operations will continue to be funded by
shareholder loans and in the longer term the royalty payments from EWT are
expected to contribute strongly to our companys balance sheet.

6

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Cash Requirements

Over the next 12 months we intend to operate as a business
development Company. We anticipate that we will incur the following operating
expenses during this period:

Estimated Funding Required
      During the Next 12 MonthsExpense
    AmountProfessional fees
    $150,000Other general
      administrative expenses
    $300,000Total
    $450,000


We believe that we will require additional funds to implement
our growth strategy. These funds may be raised through equity financing, debt
financing, or other sources, which may result in further dilution in the equity
ownership of our shares. There is no assurance that we will be able to maintain
operations at a level sufficient for an investor to obtain a return on their
investment in our common stock. Further, we may continue to be unprofitable.

Purchase of Significant Equipment

We do not anticipate the purchase or sale of any plant or
significant equipment during the next 12 months.

Trends and Uncertainties

Our revenues are dependent on the success of EWT in selling
windturbines to our customer list. Prospects look good in the current political
environment of support for renewables but results cannot be assured.

Our ability to develop new business in the current market
environment may take some time.

Employees

As of April 30, 2010, we had two employees consisting of Harold
Dickout, our chief executive officer, president and chairman, Frank Pickersgill,
our secretary. We plan to hire additional employees when circumstances warrant.

Going Concern

We anticipate that additional funding will be required in the
form of equity financing from the sale of our common stock. At this time, we
cannot provide investors with any assurance that we will be able to raise
sufficient funding from the sale of our common stock or through a loan from our
directors to meet our obligations over the next twelve months. We do not have
any arrangements in place for any future debt or equity financing.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that is material to
stockholders.

7

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Results of Operations

Three and nine month Summary ending April 30, 2010 and
2009

|Operations                  | Three Months 
      Ended 
      Apr
      30, 2010 | Three Months 
      Ended 
      Apr
      30, 2009 | Nine Months 
      Ended 
      Apr
      30, 2010 | Nine Months 
      Ended 
      Apr
      30, 2010 | Cumulative 
      from Inception 
      (July 29, 2002 
      through Apr 
      30, 2010
|--------------------------- | --------------------------------------------------- | --------------------------------------------------- | -------------------------------------------------- | -------------------------------------------------- | -----------------------------------------------------------------------------------------
|Sales                       | $Nil                                                | $1,016,667                                          | $Nil                                               | $1,016,667                                         | $4,652,412                                                                               
|Cost of Sales               | $Nil                                                | $1,119,550                                          | $Nil                                               | $1,119,500                                         | $6,943,121                                                                               
|Operating (Income) Expenses | $(769,975)                                          | $472,914                                            | $(523,051)                                         | $1,343,206                                         | $2.620.799                                                                               
|Other (Expenses) Income     | ($25,330)                                           | ($24,392)                                           | ($67,560)                                          | ($103,190)                                         | $746,714                                                                                 
|Net Income (Loss)           | $744,645                                            | ($600,189)                                          | $455,491                                           | ($1,549,279)                                       | ($4,108,091)                                                                             

Expenses

Our operating expenses for the three and nine month periods
ended April 30, 2010 and 2009 are outlined in the table below:

Expenses
      Three Months Ended 
        Apr 30,
        2010
      Three Months 
        Ended 
        Apr
        30, 2009
      Nine Months
        Ended 
        Apr
        30, 2010
      Nine Months 
        Ended 
        Apr
        30, 2010
      Cumulative 
        from Inception 
        (July 29, 2002 
        through Apr 
        30, 2010General and Administrative
      $130,026
      $92,929
      $356,341
      $304,414
      $2,956,028License Fee
      $Nil
      $28,037
      $Nil
      $28,037
      $111,028Royalty
      $Nil
      $Nil
      $Nil
      $Nil
      $25,755Foreign Exchange (Gain) Loss
      ($139,506)
      $95,899
      ($119,347)
      $701,355
      ($383,400)Bad Expense Debt
      $49,220
      $Nil
      $49,220
      $Nil
      $49,220Gain on sale of equipment
      $Nil
      $Nil
      $Nil
      $Nil
      ($210,596)Other income
      ($809,920)
      $Nil
      ($809,920)
      $Nil
      ($809,920)Loss on disposal of contracts
      $Nil
      $263,071
      $Nil
      $236,071
      $682,969Depreciation and Amortization
      $205
      $19,978
      $656
      $73,329
      $199,715


Operating expenses for the three months ended  April 30, 2010, decreased by 91.55% as compared to the comparative period in  2009 primarily as a result of a gain on foreign exchange and a reduction of  depreciation and amortization.

Operating expenses for the nine months ended  April 30, 2010, decreased by 78.64% as compared to the comparative period in  2009 primarily as a result of a gain on foreign exchange and a reduction of  depreciation and amortization.

Other income for the three months ended April  30, 2010, increased by 3.8% as compared to the comparative period in 2009.

8

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Equity Compensation

We currently do not have any stock option or equity
compensation plans or arrangements.

Liquidity and Financial Condition

Working CapitalAt
    
    
    At
    
    
    PercentageApril 30,
    
    
    July 31, 2009
    
    
    Increase/Decrease2010Current Assets
    $
    5,559
    
    $
    20,439
    
    
    (72.8%
    )Current Liabilities
    $
    1,934,931
    
    $
    1,420,323
    
    
    36.2%Working Capital
    $
    (1,929,372
    )
    $
    (1,399,884
    )
    
    (37.8%
    )


Cash FlowsNine Months
    
    
    Nine MonthsEnded
    
    
    EndedApril 30,
    
    
    April 30,2010
    
    
    2009Net Cash Provided by (Used in) Operating
      Activities
    $
    (157,692
    )
    $
    (2,282,216
    )Net Cash Provided by Financing Activities
    $
    332,983
    
    $
    2,029,653Net Cash Used in Investing Activities
    $
    (1,093
    )
    $
    NilEffect of Exchange Rate Changes
    $
    (223,879
    )
    $
    191,132Decrease In Cash during the Period
    $
    (17,637
    )
    $
    (61,431
    )


As of April 30, 2010, our company had working capital deficit
of $1,929,372.

Contractual Obligations

As a smaller reporting company, we are not required to
provide tabular disclosure obligations.

Critical Accounting Policies

Our financial statements and accompanying notes have been
prepared in conformity with accounting principles generally accepted in the
United States of America for financial statements. Preparing financial
statements requires management to make estimates and assumptions that affect the
reported amounts of assets, liabilities, revenue, and expenses. These estimates
and assumptions are affected by managements application of accounting policies.
We believe that understanding the basis and nature of the estimates and
assumptions involved with the following aspects of our financial statements is
critical to an understanding of our financials.

Basis of Presentation

The condensed consolidated interim financial statements of the
Company have been prepared in accordance with accounting principles generally
accepted in the United States of America ("US GAAP") for interim financial
information and the instructions to Form 10-Q. Accordingly, they do not include
all of the information and footnotes required by US GAAP for complete financial
statements. In the opinion of our company's management, all adjustments
(consisting only of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the nine-month period
ended April 30, 2010 are not necessarily indicative of the results that may be
expected for the full fiscal year ending July 31, 2010. The condensed
consolidated interim financial statements should be read in conjunction with the
audited consolidated financial statements of our company for the fiscal year
ended July 31, 2009.

Item 3. Quantitative Disclosures About Market Risks

As a smaller reporting company, we are not required to
provide the information required by this Item.

9

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Item 4T. Controls and Procedures.

Managements Report on Disclosure Controls and
Procedures

We maintain disclosure controls and procedures that are
designed to ensure that information required to be disclosed in our reports
filed under the Securities Exchange Act of 1934, as amended, is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules and forms, and that such information
is accumulated and communicated to our management, including our president (who
is acting as our principal executive officer, principal financial officer and
principle accounting officer) to allow for timely decisions regarding required
disclosure.

As of April 30, 2010, the end of our quarter covered by this
report, we carried out an evaluation, under the supervision and with the
participation of our president (who is acting as our principal executive
officer, principal financial officer and principle accounting officer), of the
effectiveness of the design and operation of our disclosure controls and
procedures. Based on the foregoing, our president (who is acting as our
principal executive officer, principal financial officer and principle
accounting officer) concluded that our disclosure controls and procedures were
effective as of the end of the period covered by this quarterly report.

Changes in Internal Control over Financial
Reporting

There have been no changes in our internal controls over
financial reporting that occurred during our quarter ended April 30, 2010 that
have materially or are reasonably likely to materially affect, our internal
controls over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

We know of no material, existing or pending legal proceedings
against our company, nor are we involved as a plaintiff in any material
proceeding or pending litigation. There are no proceedings in which any of our
directors, officers or affiliates, or any registered or beneficial shareholder,
is an adverse party or has a material interest adverse to our interest.

Item 1A. Risk Factors

Much of the information included in this quarterly report
includes or is based upon estimates, projections or other "forward looking
statements". Such forward looking statements include any projections or
estimates made by us and our management in connection with our business
operations. While these forward-looking statements, and any assumptions upon
which they are based, are made in good faith and reflect our current judgment
regarding the direction of our business, actual results will almost always vary,
sometimes materially, from any estimates, predictions, projections, assumptions
or other future performance suggested herein.

Such estimates, projections or other "forward looking
statements" involve various risks and uncertainties as outlined below. We
caution the reader that important factors in some cases have affected and, in
the future, could materially affect actual results and cause actual results to
differ materially from the results expressed in any such estimates, projections
or other "forward looking statements".

Our common shares are considered speculative during the
development of our new business operations. Prospective investors should
consider carefully the risk factors set out below.

10

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Risks Related to Our Business

Our audited financial statements for the year end July 31,
2009, states that there is a substantial doubt that we will be able to continue
as a going concern.

Our income from the Settlement Agreement is a percentage of
sales achieved by EWT in North America.

This income is dependent on EWT achieving these sales. To the
extent that sales are not achieved or are less than anticipated, our income will
be impacted and our company may have difficulty in meeting our payment
obligations.

There may be some doubt about ability to continue as a going
concern.

Our companys continuance as a going concern is dependent on
out directors and principal stockholders in providing financial support in the
short term and receiving sufficient royalty payments to discharge our companys
liabilities. In the event that these are not achieved, the assets may not be
realized or liabilities discharged at their carrying amounts, and differences
from the carrying amounts reported in these consolidated financial statements
could be material.

Most of our assets and all of our directors and officers are
outside the United States, with the result that it may be difficult for
investors to enforce within the United States any judgments obtained against us
or any of our directors or officers.

Although we are organized under the laws of the State of
Nevada, United States, our principal business office is located in Toronto,
Ontario, Canada. Outside the United States, it may be difficult for investors to
enforce judgments against us that are obtained in the United States in any
action, including actions predicated upon civil liability provisions of federal
securities laws. In addition, all of our directors and officers reside outside
the United States, and nearly all of the assets of these persons and our assets
are located outside of the United States. As a result, it may not be possible
for investors to effect service of process within the United States upon such
persons or to enforce against us or such persons judgments predicated upon the
liability provisions of United States securities laws. There is substantial
doubt as to the enforceability against us or any of our directors and officers
located outside the United States in original actions or in actions of
enforcement of judgments of United States courts or liabilities predicated on
the civil liability provisions of United States federal securities laws. In
addition, as the majority of our assets are located outside of the United
States, it may be difficult to enforce United States bankruptcy proceedings
against us. Under bankruptcy laws in the United States, courts typically have
jurisdiction over a debtor's property, wherever it is located, including
property situated in other countries. Courts outside of the United States may
not recognize the United States bankruptcy court's jurisdiction. Accordingly,
you may have trouble administering a United States bankruptcy case involving a
Nevada company as debtor with most of its property located outside the United
States. Any orders or judgments of a bankruptcy court obtained by you in the
United States may not be enforceable.

Risks Related To Our Company Stock

If we issue additional shares in the future, it will result
in the dilution of our existing shareholders.

Our Articles authorize the issuance of up to 100,000,000 shares
of common stock and 30,000,000 class A special voting shares. Our board of
directors may choose to issue some or all of such shares to acquire one or more
businesses or to provide additional financing in the future. The issuance of any
such shares will result in a reduction of the book value and market price of the
outstanding shares of our common stock. If we issue any such additional shares,
such issuance will cause a reduction in the proportionate ownership and voting
power of all current shareholders. Further, such issuance may result in a change
of control of our corporation.

11

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Trading of our stock may be restricted by the Securities
Exchange Commission's penny stock regulations, which may limit a stockholder's
ability to buy and sell our stock.

The Securities and Exchange Commission has adopted regulations
which generally define "penny stock" to be any equity security that has a market
price (as defined) less than $5.00 per share or an exercise price of less than
$5.00 per share, subject to certain exceptions. Our securities are covered by
the penny stock rules, which impose additional sales practice requirements on
broker-dealers who sell to persons other than established customers and
"accredited investors". The term "accredited investor" refers generally to
institutions with assets in excess of $5,000,000 or individuals with a net worth
in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly
with their spouse. The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document in a form prepared by the Securities and
Exchange Commission, which provides information about penny stocks and the
nature and level of risks in the penny stock market. The broker-dealer also must
provide the customer with current bid and offer quotations for the penny stock,
the compensation of the broker-dealer and its salesperson in the transaction and
monthly account statements showing the market value of each penny stock held in
the customer's account. The bid and offer quotations, and the broker-dealer and
salesperson compensation information, must be given to the customer orally or in
writing prior to effecting the transaction and must be given to the customer in
writing before or with the customer's confirmation. In addition, the penny stock
rules require that prior to a transaction in a penny stock not otherwise exempt
from these rules, the broker-dealer must make a special written determination
that the penny stock is a suitable investment for the purchaser and receive the
purchaser's written agreement to the transaction. These disclosure requirements
may have the effect of reducing the level of trading activity in the secondary
market for the stock that is subject to these penny stock rules. Consequently,
these penny stock rules may affect the ability of broker-dealers to trade our
securities. We believe that the penny stock rules discourage investor interest
in and limit the marketability of our common stock.

FINRA sales practice requirements may also limit a
stockholder's ability to buy and sell our stock.

In addition to the "penny stock" rules described above, the
Financial Industry Regulatory Authority (FINRA), formerly the National
Association of Securities Dealers or NASD, has adopted rules that require that
in recommending an investment to a customer, a broker-dealer must have
reasonable grounds for believing that the investment is suitable for that
customer. Prior to recommending speculative low priced securities to their
non-institutional customers, broker-dealers must make reasonable efforts to
obtain information about the customer's financial status, tax status, investment
objectives and other information. Under interpretations of these rules, the
FINRA believes that there is a high probability that speculative low priced
securities will not be suitable for at least some customers. FINRA requirements
make it more difficult for broker-dealers to recommend that their customers buy
our common stock, which may limit your ability to buy and sell our stock and
have an adverse effect on the market for our shares.

Our common stock is illiquid and the price of our common
stock may be negatively impacted by factors which are unrelated to our
operations.

Our common stock currently trades on a limited basis on the OTC
Bulletin Board. Trading of our stock through the OTC Bulletin Board is
frequently thin and highly volatile. There is no assurance that a sufficient
market will develop in the stock, in which case it could be difficult for
shareholders to sell their stock. The market price of our common stock could
fluctuate substantially due to a variety of factors, including market perception
of our ability to achieve our planned growth, quarterly operating results of our
competitors, trading volume in our common stock, changes in general conditions
in the economy and the financial markets or other developments affecting our
competitors or us. In addition, the stock market is subject to extreme price and
volume fluctuations. This volatility has had a significant effect on the market
price of securities issued by many companies for reasons unrelated to their
operating performance and could have the same effect on our common stock.

Trends, Risks and Uncertainties

We have sought to identify what we believe to be the most
significant risks to our business, but we cannot predict whether, or to what
extent, any of such risks may be realized nor can we guarantee that we have
identified all possible risks that might arise. Investors should carefully
consider all of such risk factors before making an investment decision with
respect to our common shares.

12

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Item 2. Unregistered Sales of Equity Securities and Use of
Proceeds

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. [Removed and Reserved]

Item 5. Other Information

None.

Item 6. Exhibits.

Exhibits required by Item 601 of Regulation S-K

|Exhibit |                                                                                                                                                                                                                                                                                                               
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description                                                                                                                                                                                                                                                                                                   
|        |                                                                                                                                                                                                                                                                                                               
|(2)     | Plan of Purchase, Sale,
      Reorganization, Arrangement, Liquidation or Succession                                                                                                                                                                                                                          
|        |                                                                                                                                                                                                                                                                                                               
|2.1     | Share Exchange Agreement dated August 11, 2006, among
      Northwest Passage Ventures, Ltd., 6544797  Canada Ltd., Americas
      Wind Energy Inc. and the shareholders of Americas Wind Energy
      Inc.  (incorporated by reference from our Current Report on Form
      8-K filed on September 11, 2006)
|        |                                                                                                                                                                                                                                                                                                               
|(3)     | Articles of Incorporation
      and By-laws                                                                                                                                                                                                                                                                   
|        |                                                                                                                                                                                                                                                                                                               
|3.1     | Articles of Incorporation
      (incorporated by reference from our Registration Statement on Form SB-2
      filed on October 29, 2003)                                                                                                                                                                      
|        |                                                                                                                                                                                                                                                                                                               
|3.2     | Bylaws (incorporated by reference from our
      Registration Statement on Form SB-2 Filed on October 29, 2003)                                                                                                                                                                                               
|        |                                                                                                                                                                                                                                                                                                               
|3.3     | Certificate of Amendment filed
      with the Nevada Secretary of State on June 19, 2006 (incorporated by
      reference from our Current Report on Form 8-K filed on September 11, 2006)                                                                                                                    
|        |                                                                                                                                                                                                                                                                                                               
|3.4     | Certificate of Amendment filed
      with the Nevada Secretary of State on October 16, 2006 (incorporated by
      reference from our Current Report on Form 8-K filed on October 16, 2006)                                                                                                                   
|        |                                                                                                                                                                                                                                                                                                               
|(10)    | Material Contracts                                                                                                                                                                                                                                                                                            
|        |                                                                                                                                                                                                                                                                                                               
|10.1    | License Agreement dated April
      23, 2004, among Americas Wind Energy Inc. and Emergya Wind Technologies
      B.V. (incorporated by reference from our Current Report on Form 8-K filed
      on September 11, 2006)                                                                                      
|        |                                                                                                                                                                                                                                                                                                               
|10.2    | Convertible Loan Agreement
      between our company and Smart Goal Investment Limited (incorporated by
      reference from our Current Report on Form 8-K filed on April 11, 2008)                                                                                                                          
|        |                                                                                                                                                                                                                                                                                                               
|10.3    | Sublicense Agreement dated
      March 5, 2009 (incorporated by reference from our Current Report on Form
      8-K filed on March 11, 2009)                                                                                                                                                                  
|        |                                                                                                                                                                                                                                                                                                               
|10.4    | GE Assignment Agreement dated
      March 5, 2009 (incorporated by reference from our Current Report on Form
      8-K filed on March 11, 2009)                                                                                                                                                               
|        |                                                                                                                                                                                                                                                                                                               
|10.5    | Rural Assignment Agreement
      dated March 5, 2009 (incorporated by reference from our Current Report on
      Form 8-K filed on March 11, 2009)                                                                                                                                                            

13

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|Exhibit |                                                                                                                                                                                                              
|------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description                                                                                                                                                                                                  
|        |                                                                                                                                                                                                              
|10.6    | Waverly Assignment Agreement
      dated March 5, 2009 (incorporated by reference from our Current Report on
      Form 8-K filed on March 11, 2009)                                                         
|        |                                                                                                                                                                                                              
|10.7    | Consulting Agreement between
      Mr. Hal Dickout and EWT-Americas Inc. (incorporated by reference from our
      Quarterly Report on Form 10-Q filed on June 15, 2009)                                     
|        |                                                                                                                                                                                                              
|10.8    | Consulting Agreement between
      Mr. Frank Pickersgill and EWT-Americas Inc. (incorporated by reference
      from our Quarterly Report on Form 10-Q filed on June 15, 2009)                               
|        |                                                                                                                                                                                                              
|10.9    | Settlement Agreement dated
      April 28, 2010 with Emergya Wind Technologies B. V. and EWT- Americas Inc.
      (incorporated by reference from our Current Report on Form 8-K filed on
      May 12, 2010)
|        |                                                                                                                                                                                                              
|(21)    | Subsidiaries of the Small
      Business Issuer                                                                                                                                                              
|        |                                                                                                                                                                                                              
|        | 6544797 Canada Ltd.                                                                                                                                                                                          
|        |                                                                                                                                                                                                              
|        | Americas Wind Energy Inc.                                                                                                                                                                                    
|        |                                                                                                                                                                                                              
|(31)    | Section 302
      Certifications                                                                                                                                                                             
|        |                                                                                                                                                                                                              
|31.1*   | Section 302 Certification                                                                                                                                                                                    
|        |                                                                                                                                                                                                              
|(32)    | Section 906
      Certification                                                                                                                                                                              
|        |                                                                                                                                                                                                              
|32.1*   | Section 906 Certification                                                                                                                                                                                    

* Filed herewith

14

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

|                         | AMERICAS WIND ENERGY CORPORATION                               
|------------------------ | ---------------------------------------------------------------
|                         | (Registrant)                                                   
|                         |                                                                
|                         |                                                                
|Dated: November 26, 2010 | /s/
      Harold C.F. Dickout                                  
|                         | Harold C.F. Dickout                                            
|                         | President, Chief Executive Officer, Chairman
      and         
|                         | Director                                                       
|                         | (Principal Executive Officer, Principal
      Financial Officer
|                         | and Principal Accounting Officer )                             



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